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94612. When this Agreement is executed by Seller and Buyer, the parties shall deposit with <br /> Escrow Holder a copy of the fully executed Agreement, or executed counterparts of this <br /> Agreement. As used in this Agreement, the phrases"Closing Date" and "Close of Escrow" <br /> shall mean the date a grant deed(s) in the form of Exhibit B ("Grant Deed") is recorded in the <br /> Office of the Recorder of Alameda County (the "Official Records"). <br /> 2.2 Escrow Fees and Other Charges. In connection with Close of Escrow, Buyer <br /> shall pay: (a)the premium cost of Buyer's Title Policy(as defined in Section 4.2), if any; (b) any <br /> City of Pleasanton transfer tax; and(c)one-half(1/2) of Escrow Holder's fees, if any. In <br /> connection with Close of Escrow, Seller shall pay: (A) recording fees in recording the Grant <br /> Deed in the Official Records of the County; (B) the cost of all endorsements to Buyer's Title <br /> Policy issued to ameliorate or cure title objections as provided in Section 4.2; (C) any County <br /> transfer tax; and (D) one-half(1/2)of Escrow Holder's fees, if any. All other costs related to this <br /> transaction shall be paid by the parties in the manner consistent with common practice in <br /> commercial land transactions in Alameda County, California. <br /> 2.3 Close of Escrow; Outside Closing Date. <br /> (a) Close of Escrow. Subject to Section 2.3(b), Close of Escrow shall occur <br /> not later than thirty (30) days after the date as of which all of the following conditions have <br /> occurred (the "Closing Date"): <br /> (i) The Property has been subdivided into a legal parcel pursuant to <br /> Section 3; and <br /> (ii) The Funding and Improvement Agreement attached as Exhibit C <br /> has been executed by all parties to the Funding and Improvement Agreement, and all conditions <br /> and requirements in the Funding and Improvement Agreement have been satisfied no later than <br /> the Outside Closing Date (defined in Section 2.3(b))as provided in the Funding and <br /> Improvement Agreement, including, without limitation,the recordation in the Official Records <br /> of County of any instruments required by the Funding and Improvement Agreement. <br /> If the conditions in this Section 2.3(a) have not been satisfied as of the Outside <br /> Closing Date, this Agreement shall terminate, in which event the parties shall be relieved of <br /> further rights and obligations under this Agreement except for Surviving Obligations(as defined <br /> in this paragraph). The conditions in this Section 2.3(a)cannot be waived by either party. The <br /> phrase "Surviving Obligations"refers to those rights and obligations of the parties that have <br /> arisen prior to the termination of this Agreement. <br /> (b) Outside Closing Date. The provisions of Section 2.3(a)to the contrary <br /> notwithstanding, if Close of Escrow has not occurred by April 15, 2011 (the "Outside Closing <br /> Date") either party may terminate this Agreement, in which event the parties shall be relieved of <br /> further rights and obligations under this Agreement except for Surviving Obligations. <br /> 2.4 Closing Documents. The parties shall deposit the documents and matters with <br /> Escrow Holder prior to Close of Escrow as provided in this Section. <br /> 000299.0044\839978.8 2 <br />